Codes issued from time to time by official and government agencies, including, but not limited to the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing and Advertising Standards Authority for Ireland;

Commission

Percentage of Net Revenue earned by BetVictor from Affiliated Customers, payable after the end of each calendar month only if:

(a) The Commission earned in the period minus Negative Carryover from any previous period(s) exceeds the Minimum Payment Threshold; and

(b) the Affiliate raises an invoice to request payment through Income Access.

For an Affiliate registered with the Affiliate Programme on or after 01 December 2015, Net Revenue commission payments will be based on the Target Product that the Affiliate selects on the Registration Form:

Product

Monthly Gross Revenue Commission %

Monthly Gross Revenue % Payment on Cross Over Net Revenue

Sports

30

15

Casino & Games

30

15

1.

Company Details

Information including (but not limited to):

(a) company name;

(b) company registration number;

(c) country of incorporation;

(d) register of directors; and

(e) names of the beneficial owners;

Contact Details

Contact information for the Affiliate including (but not limited to):

(a) first name;

(b) last name;

(c) address;

(d) telephone number; and

(e) e-mail address;

Customers

Customers of the BV Website, which do not include Affiliated Customers;

E-Promotion

The email and/or SMS marketing promotion which is created and operated by the Affiliate;

Final Content

The final version of the Proposed Content;

Fraud

Any actual or attempted act which is considered in BetVictor’s reasonable judgment:

(a) to be made in bad faith;

(b) with intent or effect to defraud BetVictor;

(c) with intent or effect to circumvent any restrictions; or

(d) other applicable provisions or which is or would be in breach of any applicable laws or regulations and includes without limitation: (i) collusion; (ii) manipulation; (iii) other hacking; (iv) unauthorised accessing of betting or gaming software or systems; (v) abuse of promotions or bonus awards; (f) breach of applicable terms and conditions; (vi) breach of money-laundering laws; (vii) the use of stolen credit or debit cards; (viii) or unauthorised use of any payment mechanisms,

Gross Revenue

Real cash stakes less (-) real cash payouts;

Inactive Account

An Affiliate Account which the Affiliate:

(a) has not logged into for three (03) consecutive months or more; and/or

(b) has not referred at least three (03) active, depositing player per calendar month;

Income Access

Income Access Limited, a company registered in England and Wales (company registration number 05819332) and its registered office at 25-27 Canada Square, London, E14 5LQ, United Kingdom;

IP

All right, title and interest in its names, logos, trademarks, service marks, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future including in all materials on its own site;

Marks

“BetVictor” brand name, trademarks, service marks, logos and any other designations, which BetVictor may from time to time approve in writing;

Minimum Payment Threshold

The minimum value at which an Affiliate may request payment is:

(a) GB £500 for a UK or international bank transfer; and

(b) GB £50 for Skrill, Neteller and the account of an Affiliated Customer;

Net Revenue

Gross Revenue minus taxes, processing fees and cash bonuses;

Negative Carryover

Where Commission is in a negative value at the end of a month, this negative value will be carried over to the following month;

Period

A calendar month of the Term;

Potential Customers

Individuals identified by the Affiliate that could become Affiliated Customers;

(b) the method of opt-in (including the name of the publication / website where the opt in was made;

(c) the reference to a betting and gaming company and/or to BetVictor; and

(d) details of the rigorous checks carried out by the Affiliate to satisfy the Affiliate that the personal data is used fairly and lawfully;

Registration Form

The registration form completed by the Affiliate through the Programme Website to join the Affiliate Programme which includes:

(a) the Target Product; and

(b) a list of URLS;

Sports

The sports product on the BV Website;

Statements

The following statements:

(a) “New customer offer”;

(b) “Terms and conditions apply” (and including web link);

(c) www.begambleaware.org; and

(d) “18 + only;

Tagging

The method by which an Affiliated Customer’s account is linked to an Affiliate Account;

Target Product

The target product selected by the Affiliate being either:

(a) Sports; or

(b) Casino & Games;

Tax

Value added tax or another applicable sales tax;

Term

The date specified in the Registration Form and rolling thereafter;

Terms

These terms that apply to the Affiliate Programme, including any schedules to them, as amended from time to time and which incorporate the Privacy Policy and the Banned Countries;

Third Party Consent

Consent obtained from an individual who has positively consented, to his/her personal data (including but not limited to name; age; and email address) being shared with either:

(a) a betting and/or gaming company; or

(b) specifically BetVictor;

Tipping Pages

Websites that post betting tips; and

URLS

The Affiliate’s URLS and/or domains connected to buying media and/or ad network where the BV Website will be featured.

Interpretation

Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to writing or written includes email.

References to clauses and schedules are to the clauses and schedules of these Terms.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

ABOUT BETVICTOR

2.1 The Affiliate Programme offered through the Programme Website is owned and operated by BetVictor.

2.2 BetVictor is licensed and regulated as follows:

BetVictor

Gibraltar

Great Britain

Ireland

Licensed by:

Government of Gibraltar

Gambling Commission of Great Britain (GBGC)

Revenue Commissioners

Licence numbers:

001; and

014

000-039576-R-319370-007

1010233

Licensed to undertake:

Remote Gambling-Fixed Odds Betting

Remote Gambling-Online CasinoTelephone betting

To provide facilities for real event betting other than pool betting or betting

on virtual events; to manufacture, supply, install or adapt gambling

software; to operate a casino; to provide facilities for virtual event betting

other than pool betting or betting on real events; to provide facilities for

3.2.2 provide a hypertext reference link to the initial, top level display of the Affiliate Website, for the sole purpose of linking the Affiliate Website to the BV Website.

BetVictor reserves the right to:

describe itself as acting “in association with the Affiliate” or similar expression on all banners or buttons as required;

withhold Commission and close any Affiliate Account which BetVictor considers, in its sole discretion, to be an Inactive Account. Each decision will be influenced by:

the last login date;

number of clicks;

number of impressions; and

referrals;

notify the Affiliate if the Affiliate Account is an Inactive Account (via the Contact Details);

to retain any funds in an Inactive Account if they remain in an Inactive Account for a period of one (01) month or more from the date of closure;

retain all Commission due to the Affiliate under the Affiliate Account if BetVictor has reasonable cause to believe that such traffic has been directed using Fraud;

refuse Affiliated Customers (or to close their accounts) if necessary to comply with any requirements BetVictor may periodically establish or otherwise as applicable under the terms applying to Customers, and/or in order for us to comply with such other legal and regulatory obligations and requirements;

terminate the Commission if the Affiliate ceases to promote the BV Website;

withhold Commission and/or suspend or close accounts of Affiliated Customers where such Affiliated Customers are found or suspected to be using Fraud;

close the Affiliate Account if the Affiliate only refers, or refers sixty percent (60%) or more of Affiliated Customers:

closed by traders for arbitrage / unsuitable business;

closed by security;

bonus excluded; and

linked to others closed for Fraud and/or bonus abuse.

CHANGES TO THE TERMS

4.1 BetVictor may change any of the Terms in its complete discretion for:

4.2 Where BetVictor intends to make a change to the Terms, BetVictor will notify the Affiliate through a pop up banner when the Affiliate logs into the Affiliate Account.

4.3 To continue to use the Product and/or the Affiliate Account after the notification in Clause 4.2 above, the Affiliate will be requested to physically accept the revised terms via the pop up banner.

4.4 If the updated Terms are unacceptable to the Affiliate, the Affiliate will be unable to continue to use the Affiliate Account and the Product.

4.5 The Terms were last updated on 01 February 2018 and each and every update supersedes any previous terms.

OPENING AN AFFILIATE ACCOUNT

5.1 Registration Form

5.1.1 The Affiliate shall complete the Registration Form, in which the Affiliate will be asked to provide BetVictor with the Contact Details and, if applicable, the Company Details.

5.1.2 It is the Affiliate’s responsibility to notify BetVictor of any changes to the Contact Details and/or Company Details, which can be updated by either:

(a) visiting the “My Account” and “Account Details” section of the Affiliate Account; or

(b) by contacting us using the information in Clause 2.3.

All personal data about the Affiliate is collected and stored in accordance with the Privacy Policy.

Identity Verification

5.2.1 BetVictor will verify the Affiliate’s identity through the information provided by the Affiliate on the Registration Form and by obtaining further information from public sources and data.

The Affiliate agrees that BetVictor may use any personal information provided by the Affiliate for the purposes of verifying the Affiliate’s identity.

The Affiliate agrees to provide BetVictor with any supporting documents that BetVictor may reasonably request.

If the Affiliate is in an individual, it shall provide BetVictor with:

valid passport copy;

valid driving licence copy;

a copy of a utility bill from the last three (03) months or;

a letter of reference from the individual’s bank from the last three (03) months; or

a copy of a bank statement from the last three (03) months.

If the Affiliate is a company, it shall provide BetVictor with information regarding the identity of the beneficial owner(s) of the company and the identity of the directors of the company and, if required:

a copy of the company’s certificate of incorporation;

articles of association (or equivalent document);

duly approved corporate resolution;

a certificate of good standing;

power of attorney (if applicable)

Affiliate Account

Where the Registration Form and identity verification is accepted by BetVictor, the Affiliate Account will be opened and may be used by the Affiliate to promote the Product.

The Affiliate Account will be operated using software provided by Income Access. The Affiliate agrees to be bound by the terms for the use of software as declared by Income Access on their website: https://incomeaccess.com/terms-conditions/.

Warranties

The Affiliate warrants that it:

is legally able to enter into contracts;

has not previously held an Affiliate Account with BetVictor;

has not had an account closed with a third party online business as a result of fraudulent activity on the part of the Affiliate;

acknowledges that it is the Affiliate’s responsibility to ensure that it understands and fully complies with any laws or regulations:

applicable in the Affiliate’s own country or state; and

applicable to the country or countries to which the Affiliate will be marketing or promoting BetVictor;

will comply strictly with these Terms;

maintain a suitable internet usage policy regarding the BV Website and the Affiliate Website; and

shall not attempt to open an Affiliate Account on behalf of a third party.

These warranties shall continue throughout the period during which the Affiliate is a member of the Affiliate Programme.

AFFILIATE OBLIGATIONS

6.1 The Affiliate shall:

6.1.1 use all reasonable and commercial efforts to market and promote the Product to generate Affiliated Customers;

6.1.2 create and maintain unique links from the Affiliate Website to the BV Website (where applicable);

6.1.3 be solely responsible for the development, content, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website, including the proper functioning and maintenance of all hyperlinks to the BV Website;

6.1.4 request prior written consent from BetVictor for Approval any to use any of BetVictor’s trademarks, domain name, logo and other elements of branding that the Affiliate may wish to use, a decision for which shall be provided by BetVictor within seven (07) days;

6.1.5 indemnify and hold BetVictor harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of the Affiliate Website and for any loss or damage suffered by us or any of its group companies for breach of these Terms;

6.1.6 notify BetVictor of all URLs the Affiliate will be using to promote the BetVictor brand prior to first use and in the event of subsequent changes to those URLs;

6.1.7 only use syntax of the hypertext transfer links designed and designated by BetVictor as the only authorised and permitted representation of the BV Website;

6.1.8 incorporate and prominently and continually display the most up-to-date links provided by BetVictor on the Affiliate Website;

6.1.9 be solely liable for the content and manner of its marketing and promotional activities ensuring that all such activities are conducted in a professional and lawful manner and compliant with all Codes of Practice in force within the jurisdiction that the Affiliate is operating from and also the jurisdictions of the Customers and any related gambling legislation;

6.1.10 ensure that all marketing, advertising and promotions targeted at Potential Customers includes the Statements;

6.1.11 use any banners on the BV Website as the sole methods of advertising and/or promotion on behalf of BetVictor; and

6.1.12 in advance of any campaign, discuss the Proposed Content with BetVictor. Once the Proposed Content has been discussed between BetVictor, the Affiliate shall send BetVictor an electronic version of the Final Content. Where BetVictor is happy with the Final Content, it shall provide the Approval. The Affiliate shall only commence a campaign when in receipt of the Approval. Within five (05) days of the date of the request from BetVictor, the Affiliate shall also send any historical Final Content to BetVictor for its records, free of charge.

6.2 The Affiliate must not:

6.2.1 use any means to promote the Affiliate Website which resemble in any way the look and/or feel of the BV Website;

6.2.2 set up or use any websites that create the impression that they are owned and/or operated by BetVictor;

6.2.3 mislead a Potential Customer that it is promoting BetVictor directly;

use any emails or articles appearing on the BV Website;

6.2.5 offer links to the BV Website from the Banned Countries;

6.2.6 alter the form, location or operation of the links without BetVictor’s prior written consent;

6.2.7 undertake an E-Promotion without BetVictor’s prior written consent and compliance specifically with Clause 7;

6.2.8 undertake advertorial style marketing or use pop unders;

6.2.9 knowingly benefit from traffic known or suspected as being generated as a result of Fraud whether or not it actually causes us damage;

6.2.10 carry out or allow, whether through the Affiliate Website or otherwise:

any form of spamming;

advertise or promote BetVictor in any way that may have a detrimental effect on the image, reputation or integrity of BetVictor;

make any claims or representations, or give any warranties, in connection with BetVictor; and

have no authority to, and shall not, bind BetVictor to any obligations;

place or allow the placement of any marketing materials on any third-party website or other medium (including an E-Promotion) pursuant to any campaign where the content of and/or materials on such website or medium is:

breach the terms of use and any applicable policies of any search engines;

attempt to open a second (2nd) or more Affiliate Accounts without BetVictor’s prior written consent;

breach any applicable law, regulation or Code of Practice;

make available directly or indirectly links to BetVictor accessible from countries in the Banned Countries policy or as otherwise notified to the Affiliate by BetVictor;

breach the Gambling Act 2005 (as amended) or any other applicable law or regulation in relation to marketing and promotion of BetVictor;

transfer an Affiliate Account to new beneficial account owner, without BetVictor’s prior written consent;

use any challenge or Tipping Pages, without clarifying that the challenge and success is not guaranteed and under no circumstances should results be misconstrued or manipulated to suggest that results were more favourable;

apply to register, or register, any:

domain name;

social media account / page; or

platform;

using any names or brands that are the same as, or similar to, those owned and/or operated by BetVictor, including but not limited to a brand or domain using misspelling, addition, omission of characters, phonetic similarity or otherwise.

purchase or register keywords, bid on BetVictor branded key words, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service without BetVictor’s prior written consent; and

use trademarks, URLs or variations thereof for use in HTML coding (including but not limited to ‘meta tags’, ‘meta descriptions’, ‘meta content’, ‘page titles’, ‘titles’).

Third party complaints in respect of Clause 6.2

If BetVictor receives a complaint that the Affiliate has been engaging in any of the activities specified in Clause 6.2 above, the Affiliate agrees that it may provide to the party making the complaint any details required for the complaining party to contact the Affiliate directly in order for the Affiliate to resolve the complaint.

The details which BetVictor may provide to the party making the complaint, may include the Contact Details. The Affiliate warrants and undertakes that the Affiliate will immediately cease engaging in the practices forbidden under Clause 6.2 above and make every effort to resolve the complaint. In addition, BetVictor reserves all of rights in this matter including without limitation the right to immediately terminate the Affiliate Account and to set off or charge the Affiliate for all claims, damages, expenses, costs, or fines incurred or suffered by BetVictor in relation to this matter. Nothing stated or omitted in these Terms shall in any manner prejudice any such rights.

The Affiliate will indemnify and hold BetVictor and its respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, accuracy and compliance of the contents of the Affiliate Website or any materials, products or services linked to it. The Affiliate acknowledges that its conduct as an Affiliate has the potential to cause substantial damage to BetVictor and the BV Website’s reputation and goodwill and the Affiliate undertakes at all times to consider the goodwill and reputation of BetVictor and BV Website and to act in an appropriate manner.

6.6 Guidance

If the Affiliate requires any further guidance on this Clause 6, the Affiliate shall obtain the prior written consent from the Affiliate Team before commencement of a marketing campaign.

7 E-PROMOTION REQUIREMENTS

7.1 Where the Affiliate has obtained consent from BetVictor under Clause 6.2.7 above to operate an E-Promotion, the Affiliate must comply with the following terms set out in this Clause 7.

7.2 Campaign Terms

The Affiliate shall ensure that the significant terms of any marketing campaign or promotion are contained within the body of the advertisement with a clearly accessible link to the full terms of the promotion not more than one click away.

7.3 Opt In

The Affiliate shall:

only send an E-Promotion to individuals who have either:

opted-in; or

(b) from whom the Affiliate has Third Party Consent;

7.3.2 keep clear and up to date records evidencing the Third Party Consent, which shall include (without limitation) the Records;

7.3.3 provide copies of the Records to BetVictor within twenty-four (24) hours of the date of BetVictor’s request; and

7.3.4 provide a copy the Affiliate’s current “opt -in / opt-out” policy which shall be compliant with applicable laws and regulations, including without limitation, the Privacy and Electronic Communications Regulations 2003 (as amended) within twenty-four (24) hours of the date of BetVictor’s request.

7.4 Sender

7.4.1 Email Campaign: Any email must originate from a valid email address (which is verifiable by BetVictor if required), which is unconnected to BetVictor and which does not contain any registered trademarks, domain names or brand names of the foregoing (or anything confusingly similar), or otherwise infringe the intellectual property rights of any third party. The Affiliate is required to notify BetVictor of any relevant email address used from time to time.

7.4.2 SMS: Any SMS message must show a valid mobile number (which is verifiable by BetVictor if required) to which the “STOP” or “UNSUBSCRIBE” option is directly connected. The Affiliate shall notify BetVictor of any relevant mobile numbers on request.

7.5 Subject Line

The subject line of any email should be agreed in writing by BetVictor prior to use.

7.6 Legal, Regulatory and Responsible Gambling Requirements

7.6.1 Emails: The Affiliate shall:

(a) include the Statements;

(b) include confirmation that the email is sent by the Affiliate (usually within the email header and/or footer), and, where applicable, include the Company Details and the email shall not purport to have been sent by BetVictor;

(c) include a fully functional and clearly visible “unsubscribe” link, which shall be linked solely to the Affiliate and which does not contain any reference to BetVictor; and

(d) maintain appropriate records of unsubscribed requests and corresponding email addresses and provide a copy to BetVictor promptly upon request.

7.6.2 SMS: The Affiliate shall:

include the Statements;

state that the SMS is sent by the Affiliate and it shall not purport to have been sent by BetVictor;

include a fully functional and free of charge “STOP” or “UNSUBSCRIBE” option, which shall be linked solely to the Affiliate and which does not contain any reference to BetVictor;

maintain appropriate records of any stopped or unsubscribed requests and provide a copy to BetVictor promptly upon request; and

warrants that the recipient of the SMS has positively consented to being contacted via SMS about the Product available in the gaming sector and can provide evidence to BetVictor on request.

18+

An E-Promotion shall only be sent to email addresses and/or mobile numbers where recipients are aged eighteen (18) years of age and over and any corresponding records shall be kept by the Affiliate and made available to BetVictor and/or to any competent regulatory or governmental authority promptly upon request.

Suppression

The Affiliate shall ensure that any relevant email address is suppressed from any relevant database (and that no further emails are sent to such email address) in accordance with the following:

immediately following any “UNSUBSCRIBE” or “STOP” option being activated by a recipient of an E-Promotion;

promptly and in any event within forty-eight (48) hours upon notification by BetVictor to the Affiliate; and

(upon request) provide prompt written confirmation to BetVictor and (where relevant) details in respect of any actions taken in accordance with the foregoing.

REGISTRATION AND TRACKING OF AFFILIATED CUSTOMERS

8.1 BetVictor agrees to register each Affiliated Customer as a Customer of the BV Website (subject to such Affiliated Customer meeting the terms at: https://www.betvictor.com/en-gb/sports/content/terms-and-conditions).

8.2 BetVictor shall track the transactions made by each Affiliated Customer via Income Access.

COMMISSION

9.1 Calculations

9.1.1 BetVictor will pay the Affiliate the Commission earned from each Affiliated Customer’s use of the Product for the life of the Affiliate Account only. BetVictor’s calculations of Commission are final and not open to dispute.

9.1.2 At the end of each Period, BetVictor shall calculate all Commission generated by Affiliated Customers.

9.1.3 The Affiliate Account must have aggregate Commission across the Product that meets or exceeds the Minimum Payment Threshold before BetVictor will make a payment of Commission.

9.1.4 If an aggregate Commission in respect of any Period is a negative amount, BetVictor shall carry forward and set off any such negative amount against all future revenue commission calculations. The Affiliate will only be eligible to receive a pay out when there is a positive balance at the end of each Period.

Commission per Period.

9.1.4 The Affiliate must generate an invoice through Income Access in order to request a payment of Commission from BetVictor for each Period.

9.5.3 Commission will only be paid in British Pounds Sterling (GB £), US Dollars (US $) and/or Euros (EU €) based on the currency specified in the Affiliate Account. Commission is calculated in GB £ and converted into EU € and US $ where applicable using BetVictor’s internal exchange rates. Payments made via Neteller or bank transfer are processed in GB £ and may be subject to bank fees and exchange rates. Currency exchange rates are defined by BetVictor at the beginning of each calendar month. A list of current exchange rates is available upon request.

9.2 Negative Carryover

If an aggregate Commission in respect of any period is a negative amount, BetVictor shall carry forward and set off any such negative amount against all future revenue commission calculations. The Affiliate will only be eligible to receive a pay out when there is a positive balance at the end of each Period.

9.3 Cross Over Commission

Further Commission can be earned by the Affiliate where the Affiliated Customer generates revenue in a Product other than the Target Product.

9.4 BetVictor will not pay the Affiliate any Commission:

9.4.1 for any Affiliated Customer who is already a Customer (i.e. a duplicate customer);

9.4.2 if BetVictor has reason to believe that the Affiliate was, or is, involved in any arbitrage activity or scheme;

9.4.3 if actions taken by the Affiliate results in fines and/or penalties to BetVictor; or

9.4.4 where the Affiliate has not notified BetVictor of the URL prior to first use or after subsequent changes.

9.5 The Affiliate is responsible for accounting for any Tax due on Commission earned from the Affiliate’s Commission received. BetVictor will not pay any such Tax and if required by a regulatory authority to pay any such Tax, BetVictor will be entitled to withhold the amount it is required to pay from payments of Commission.

9.6 BetVictor retains the right to withhold Commission payments or a portion of them if it considers profits earned at are a risk of chargeback. Any amounts withheld will only be paid once a period of six (06) months has elapsed.

TERM AND TERMINATION

10.1 The Affiliate Account shall operate for the Term, unless sooner terminated in accordance with this Clause 10.

Either party may terminate the Affiliate Account:

at any time on forty-eight (48) hours’ notice;

by notice in writing with immediate effect if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

if there is a change in law which makes continuation of the Affiliate Agreement non-viable; or

Where Clause 13.13 applies, if the period of delay or non-performance continues for one (01) month, or on seven days (07) written notice by either party to the other party.

10.3 BetVictor may terminate the Affiliate Account with immediate effect if the Affiliate:

10.3.1 is in breach of any of its obligations in these Terms;

10.3.2 is reasonably suspected of Fraud by BetVictor;

10.3.3 has an Inactive Account; or

10.3.4 uses any websites that are misleading to the Potential Customer, redirect to the BV Website, or are a copy of the BV Website.

On termination of the Affiliate Account for any reason:

all licences and benefits under the Affiliate Account shall immediately terminate;

each party shall return and make no further use of any equipment, property, materials, and other items belonging to the other party;

the accrued rights of the parties as at termination, or the continuation after termination of any provisions expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and

BetVictor shall pay to the Affiliate any Commission due and owing up to and including the termination date, but no further Commission shall be payable to the Affiliate thereafter.

INTELLECTUAL PROPERTY RIGHTS AND LICENCE

11.1 BetVictor shall retain all IP in the BV Website and the Affiliate shall retain all IP in the Affiliate Website.

11.2 The Affiliate acknowledges that the IP in the BV Website is proprietary to or licensed by BetVictor and may not be used, reproduced, transmitted, displayed, published or distributed without BetVictor’s prior written consent.

11.3 BetVictor grants to the Affiliate for the Term, a non-exclusive, limited, royalty free, revocable, non-transferable licence to use the Marks solely in connection with creating and describing the display of the promotional materials on the Affiliate Website. This licence cannot be sub-licensed, assigned or otherwise transferred by the Affiliate. The Affiliate shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any way (whether by formal action or proceedings of any kind or nature or otherwise), and the Affiliate shall not take any action that may prejudice BetVictor’s rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. The Affiliate must notify BetVictor immediately if the Affiliate becomes aware of the misuse of the Marks by any third party.

LIMITATION OF LIABILITY

This Clause 12 sets out the entire financial liability of each party to the other:

arising under or in connection with the Affiliate Account; and

12.1.2 in respect of any representation, misrepresentation, statement or tortious act or omission (including negligence) arising under or in connection with the Affiliate Account

12.2 Except as expressly and specifically provided in these Terms, all warranties and representation, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

Nothing in these Terms excludes the liability of either party for:

death or personal injury caused by a party’s negligence; or

12.2.2 fraud or fraudulent misrepresentation.

12.4 Subject to Clause 12.3, neither party will be liable for any indirect, special, or consequential damage or loss of any kind, including without limitation loss of business, profits, revenue, contracts or anticipated savings, or arising from loss, damage or corruption of any data, even if the other party has been advised of the possibility of such damages or losses.

12.5 Each party’s total liability to the other party for a breach of these Terms shall not exceed in aggregate the total of all payments of Commission made to the Affiliate in the period of twelve (12) months immediately preceding the breach in question. If the Affiliate Account has been in existence for a period of less than twelve (12) months as at the date of the claim, the average Commission up to the date of the claim shall be calculated, and multiplied by twelve (12).

MISCELLANEOUS PROVISIONS

Notices

13.1.1 Any notice given to BetVictor under or in connection with the Affiliate Account shall be in writing and shall be delivered by email to the legal notice address specified in Clause 2.

Any notice given to the Affiliate under or in connection with the Affiliate Account shall be in writing and shall be delivered by email to the email address specified in the Contact Details.

13.1.3 Any notice shall be considered received by the recipient at 09:00 GMT on the second (2nd) business day after transmission.

Entire Agreement

These Terms constitutes the entire agreement between the parties relating to the Affiliate Account and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

Nothing in this clause shall limit or exclude any liability for fraud.

13.3 Third parties

A person who is not a party to the Affiliate Account shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

13.4 Variation

No variation of these Terms shall be effective unless it is in writing, dated and signed by the parties.

13.5 No Partnership or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

13.6 Governing Law

The Account and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Account or its subject matter or formation.

13.7 Non-Exclusivity

The Affiliate Account does not grant the Affiliate any exclusive right or privilege to assist BetVictor in the provision of the Product.

Assignment

The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Affiliate Account without the prior written consent of BetVictor.

BetVictor may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Affiliate Account.

13.9 Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.10 Rights and Remedies

The rights and remedies provided in these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

13.11.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.12 Confidentiallity

During the Term, the Affiliate may be entrusted with confidential information relating to BetVictor’s business, operations, or underlying technology and/or the Affiliate Programme. The Affiliate agrees not to make disclosure or unauthorised use of any such confidential information to third persons or outside parties unless the Affiliate has BetVictor’s prior written consent and that the Affiliate will use the confidential information only for purposes necessary to further the purposes of these Terms. The Affiliate’s obligations with respect to confidential information shall survive the termination of the Agreement.

13.13 Force Majeure

Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one (01) month, either party may terminate the Affiliate Account in accordance with Clause 10.

The provision of the BetVictor.com is licensed and regulated by the Great Britain Gambling Commission (for UK Customers only, licence number 000-039576-R-319370-006) and the Government of Gibraltar (licence numbers 001 and 014) and is regulated by the Gibraltar Gambling Commissioner.